NOTICE OF SPECIAL MEETING OF THE BOARDS OF DIRECTORS OF FIFTH AVE GP CORPORATION, PASSPORT DEVELOPMENT CORPORATION AND EASTPORT ILP HOLDINGS CORPORATION
The Boards of Directors of Fifth Ave GP Corporation ("Fifth Ave"), Passport Development Corporation ("Passport") and Eastport ILP Holdings Corporation ("Eastport"), each of which is an instrumentality of Knoxville's Community Development Corporation ("KCDC"), will each hold a specially called meeting on Thursday, September 25, 2025 at the offices of KCDC, located at 901 N. Broadway, Knoxville, Tennessee 37917. The meetings will be held sequentially following the regular meeting of the Board of Commissioners of KCDC (the "Board of Commissioners"), with the meeting of the Board of Commissioners commencing at 5:00 p.m. and the meetings of the Boards of Directors of Fifth Ave, Passport and Eastport commencing immediately thereafter. At the meeting of the Board of Directors of Fifth Ave, there will be considered such business as may properly come before the Fifth Ave Board, including, but not limited to, (i) the approval of documentation for certain loans to DGA Fifth Ave LP (the "Partnership") from U.S. Bank National Association, Fifth Ave GP Corporation, and Walker & Dunlop, LLC in connection with the Partnership's development of an approximately 121-unit housing development in Knox County (the "Project"); (ii) the approval of an amended and restated limited partnership agreement for the Partnership and certain other documentation relating to the utilization of low income housing tax credits with respect to the Project; (iii) the approval of a lease and a payment in lieu of taxes agreement with KCDC; and (iv) the approval of certain other financing, construction and development transactions and documents in connection with the Project. At the meeting of the Board of Directors of Passport, there will be considered such business as may properly come before the Passport Board, including, but not limited to, the approval of certain transactions in connection with the assignment to Eastport Holdings ILP Corporation from BF Garden Empire Tax Credit Fund and/or certain affiliates thereof of their respective interest(s) in Eastport Development LP (the "Eastport Partnership"). At the meeting of the Board of Directors of Eastport, there will be considered such business as may properly come before the Eastport Board, including, but not limited to, certain formation and organizational matters and the approval of certain transactions in connection with the assignment to Eastport from BF Garden Empire Tax Credit Fund and/or certain affiliates thereof of their respective interest(s) in the Eastport Partnership. Any person who wishes to indicate his or her desire to provide public comment at the meeting may do so in accordance with KCDC's Public Input Policy, which is available on the KCDC's website at www.kcdc.org/about/board-of-commissioners/. This Notice is published in compliance with Sections 8-44-101 to 8-44-106, inclusive, Tennessee Code Annotated.
September 17 2025
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